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Framework Agreement

Framework Agreement Tekom International

The parties
Tekom International with its registered office in Hoofddorp, The Netherlands at Opaallaan 1180 hereinafter referred to as the: “client”;

and

, residing in , at , hereinafter referred to as the: “contracted party”;

Agree as follows:

Whereas:

- the parties do not intend to conclude an employment contract with this agreement, but standard terms and conditions for various contracts for the provision of services within the meaning of Book 7, Section 400 et seq. of the Dutch Civil Code, which the parties will enter into for a period of time;

- the parties will bring the execution of this agreement by means of contracts for the provision of services in conformity with the statutory rules for the independent execution of contracts for the provisions of service within the meaning of Book 7, Section 400 et seq. of the Dutch Civil Code;

- the parties choose, where appropriate, to exclude the notional employment relationship of homeworkers or equivalent persons, as referred to in Articles 2b and 2c of the Wages and Salaries Tax (Implementation) Decree 1965 and Articles 1 and 5 of the Identification of Working Relationships as Employment Decree (Decree of 24 December 1986, Bulletin of Acts and Decrees 1986, 655) and to draw up and sign this agreement to that end before payment takes place;

- Tekom requires expertise in certain language combinations and/or fields of expertise for translating documents from one language into the other language, where in addition to translating – exclusively after joint consultation – other language services may also be requested, such as, but not limited to, editing, reworking, revising and writing texts and this with some expeditiousness, regularity and ad hoc availability. Agreeing a comprehensive contract for the provision of services for each separate assignment (contract for the provision of services), would not benefit the expeditiousness and the practicability of our agency. That is why the parties wish to agree on this framework agreement with each other. Not least because Tekom needs to build a cooperative relationship with the contracted party;

Definitions

Framework agreement: is a written agreement between one or more clients and one or more entrepreneurs with the aim of placing a stream of future assignments.
Contract for the provision of services: is a written contract that is specifically referred to in the law in Book 7, Section 400 et seq., which is substantially different, for example, to an employment contract.
Confidentiality agreement: specifies which information is confidential and what the receiving part may or may not do with that. This is also very important in the context of the GDPR.
Processing agreement: agreement in which the controller (Tekom) and the processor (contracted party) lay down that the processor may not use the personal data for his/her own purposes, the processor offers guarantees that he/she will comply with the statutory requirements and that Tekom shall remain responsible for and owner of the data.
Copyright: is the exclusive right of the creator of a literary, scientific or artistic work, or of his/her successors in title, to communicate that work to the public and to reproduce it, subject to the limitations laid down by law.
Non-solicitation clause: This contains agreements about how the contracted party deals with business relations of the client if he/she carries out assignments for other organisations.

Article 1 Commencement, term and termination of the agreement

This agreement is entered into from the date it is signed by both parties for an indefinite period. The specific assignments are set out in a specific assignment confirmation.
The parties can terminate the agreement at any time without a notice period being observed, but not if a start has already been made on an assignment and this has not yet been completed, unless this assignment is not or not properly carried out. Notice of termination must be given in writing.
If the contracted party is not able to perform the work due to illness, the contracted party will inform the client immediately. The contracted party will endeavour as much as possible to prevent any delay in the performance of the work. Illness of the contracted part will/will not* be regarded as force majeure. *delete as applicable

Article 2 Assignments/translation projects

During the term of this agreement, the client may offer a work assignment to the contracted party for the performance of the following work: translating documents from one language into the other language, where in addition to translating – exclusively after joint consultation – other language services may also be requested, such as, but not limited to, editing, reworking, revising and writing texts.

Article 3 Lack of relationship of authority between the parties

The contracted party will carry out the assignment in complete independence and will determine himself/herself under which conditions and in which way the assignment will be carried out.
The contracted party is free to plan his/her work within the context of the assignment.
The client may give the contracted part guidelines about the coordination of the work in relation to other work that is related to this, without intervening in the method of execution of the agreement, as the contracted party decides on this exclusively.
The contracted party is completely free to accept assignments from third parties, with the exception of that which is included under Article 9.
The contracted party is only entitled to bring in others for the performance of the agreed work or to have others perform the work as a replacement for his/her own labour in consultation with the client.
The contracted party will make use of his/her own material for the performance of his/her work.

Article 4 Payment

The client will pay the contracted party a fee, as specified in the confirmation of the assignment(s), for performing the services.
The contracted party will send the client itemised invoices for the fee to be charged.
The invoices must be submitted in a timely fashion, but no later than 30 days after completion of the work as described in the confirmation of the assignment, ideally on a monthly basis. Invoices must be submitted via the online portal of the client.
The client will pay the invoices following approval within thirty (30) days of the invoice date.

Article 5 ISO 17100 requirements for the parties

The client complies with the ISO standard for translation services, the ISO 17100 2015, and therefore sets the following working method as quality requirement:

The translator must translate the meaning of the source language into the target language in such a way that a text is created that conforms to the rules of the linguistic system of the target language and that is consistent with the instructions received when giving the assignment.

The contracted party will perform the services or work within the context of this framework agreement, which will be specified further in an explicit assignment confirmation. The following matters are elaborated on further via the assignment confirmation:

size and nature of the tasks to be performed;
the delivery date;
specific terms and condition set by the customer of the client;
price for the assignment;
a unique reference number for the work (order number), to be specified in all correspondence and for invoicing.

In the event of any conflict between the assignment confirmation and this framework agreement, the text of this framework agreement shall be leading, insofar as the text in the assignment confirmation may result in (notional) employment being said to exist. The text of the assignment confirmation shall take precedence in all other cases.

Throughout the translation process, the translator shall pay attention to the following:

terminology: compliance with the terminological requirements of a specific domain or a specific customer, or any other terminology provided, as well as a consistent use of terminology throughout the entire translation;
grammar: syntax, spelling, use of punctuation marks, typography rules and diacritical marks;
vocabulary: lexical cohesion and phraseology;
style: compliance with the proprietary or client style guide, including register and language variants;
‘local’: linguistic, cultural, technical and geographical conventions;
formatting: (in accordance with the customer's style guide or job-specific);
target group and purpose of the translation;

The client of the assignment makes use of industry standard software in order to improve the consistency and accuracy of translation work, namely computer-assisted translation software. The contacted party shall make use of this software as much as possible. If the client provides a license for the software memoQ to the contracted party, the contracted party is expected to have installed the most recent version of the software (version 9 or higher).

If the contracted party does not deliver the assignment or does not deliver the assignment on time following his/her written acceptance of the assignment, the client is entitled to recover any costs arising from this from

the contracted party, up to a maximum of the amount of the assignment offered to the contracted party. If the contracted party has not performed the work properly, which will be determined on the basis of the quality controls that are customary within the industry, the client is entitled to recover any costs arising from this from the contracted party, up to a maximum of the amount of the assignment offered to the contracted party.

Article 6 Security of personal data in accordance with the GDPR and the processing agreement

The contracted party has taken security measures for the protection of personal data, which will be made available to him/her within the context of this agreement.
The client and the contracted party will enter into a processing agreement, as required by the GDPR, in which the client is the controller and the contracted party the processor. That means that the personal data that ends up in the hands of the contracted party will remain in the ‘possession’ of the client and that the client will determine what needs to happen with this data. This processing agreement is attached to this framework agreement.
If the contracted party establishes a data breach on his/her side, such as the loss of a computer or notes, he/she will report this immediately to the client, but no later than 12 hours after discovery of this.

Article 7 Confidentiality

The client and the contracted party have entered into a separate confidentiality agreement, which is attached to this framework agreement. If the contracted party engages third parties, following express permission from the client, for the execution of the assignments, the contracted party is obliged to enter into a similar confidentiality agreement with the aforementioned persons.

Article 8 Industrial and intellectual property rights

The copyrights and (industrial/intellectual) property rights that arise from the assignment and/or inventions of the contracted party for the benefit of the client, performed and done during the existence of this agreement, will remain the property of the client, unless explicitly agreed otherwise in writing. All documents that are obtained by the client or its customers, are and will remain property of the client. The contracted party is forbidden from keeping possession of or copying the aforementioned documents or giving/supplying/disclosing the documents and/or copies thereof to third parties, whether or not for payment, without written permission from the client. At the request of the client or at the end of this agreement, the contracted party will immediately hand over all documents and copies, as referred to above, to the client, which are in his/her possession within the context of the performance of his/her assignments. If the contracted party breaches this provision, he/she will be responsible and liable for the damage suffered and to be suffered by the client.

Article 9 Liability

The client is not obliged to pay for any material or immaterial damage suffered by the contracted party during or as a result of the assignment carried out for the client, except if the aforementioned damage arose as a result of a deliberate or major error of the client.
The contracted party indemnifies the client against any liability for damage that arises as a result of the work that stems from this agreement.
The client is not liable for (statutory) rules that are not complied with by the contracted party (with regard to his/her possible employees), such as all obligations of the contracted party referred to in this agreement.

Article 10 Other provisions

The general terms and conditions of Tekom International are applicable to this agreement, which can be found on its website: https://www.tekom.nl/tekom/03a0b-privacy-and-terms
General terms and conditions of the contracted part do not apply to this agreement and are explicitly rejected.
Amendments to this agreement may only be agreed in writing by the parties.
In the event of nullity or voidability of any provision(s)/ subject/ part of this agreement or appendices, the remaining provisions shall remain in full force.
If there are any amendments of a mandatory nature to legislation or regulations after signature of the agreement and if this has consequences for the content and/or execution of the agreement, the parties will make other agreements with each other and will remain as close as possible to the content of the original intentions of the parties.
This agreement is subject to Dutch law.
All disputes which should arise between the parties in connection with this agreement or further agreements and other actions in conjunction with this agreement, will be settled by the competent court of North Holland, Haarlem location, except when mandatory rules on jurisdiction preclude this choice.

Thus agreed and signed in duplicate

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December 6, 2022 3:55 pm CEST

Framework Agreement Uploaded by Ingeborg Verduijn - info@tekom.nl IP 204.168.249.75